SOFTWARE DEVELOPMENT AGREEMENT

This was Agreement made on 7th November 2021

BETWEEN

Waystar RoyCo. Ltd. a Public Company limited by shares registered under the Companies
Act, 1956 and having its registered office at Maharao Krishna Marg, Bahadur Shah Zafar
Marg, Valmiki Basti, Vikram Nagar, New Delhi, Delhi 110002 hereinafter referred to as ‘the
Customer’ of the One Part;

AND

Camlin-Castell Technologies Ltd. a Public Company limited by shares registered under the
Companies Act 1956, and having its registered office at 52, Jawaharlal Nehru Road, Elgin,
Kolkata, West Bengal 700071 hereinafter referred to as ‘The Contractor’ of the Other Part;

WHEREAS
(a) the Contractor has agreed to write certain Computer program for the customer and to
provide other services hereinafter mentioned upon the terms and conditions
hereinafter mentioned;
(b) The Software, including all versions in either source code or object code form, shall
be delivered to The Customer not later than 7th of July 2022

NOW IT IS AGREED BETWEEN THE PARTIES AS FOLLOWS:

1. Definitions.
1.1. "Agreement" shall mean this agreement, together with any Exhibits referenced
herein.
1.2. “Software” means computer programme in object form only as described, including
any copies but excluding source code material and preparatory design material.
1.3. "Effective Date" shall be the latest date on which the Agreement is fully executed by
the Customer, and the Contractor.
1.4. "Project" is set forth as the development of the software.
1.5. "Project Period" shall be from 7th November 2021 to 7th July 2022.
1.6. "the Contractor’s Personnel" shall mean any and all technical or other personnel
designated or used by Contractor to perform, render, or supervise any services, or
assistance related to the Project, and who have obligations to assign their rights in
proprietary matters to the Project. The Contractor’s Personnel shall also include the
Contractor’s employees who are also consultants of the Customer.
1.7. "the Customer’s Personnel" shall mean any and all technical or other personnel who
are designated or used by the Customer to perform research, render assistance, or
supervise any services related to the Project, and who have obligations to assign their
rights in proprietary matters to the Customer.
1.8. “p.c. p.a”- Percent Compounded Per Annum
1.9. “Confidential Information” means any business or technical information that is
disclosed hereunder by one Party or any of its Affiliates (the disclosing Party) to the
other Party or any of its Affiliates (the receiving Party). Confidential Information
shall include any and all technical and business information, whether written, oral or
graphic, that representatives of either Party may disclose or reveal to the other Party,
 including but not limited to financial plans and records, marketing plans, business
strategies and relationships with third parties, client lists, present and proposed
products, trade secrets, information regarding customers and suppliers, founders,
employees and affiliates, that the receiving Party has a reasonable basis to believe is
confidential to the disclosing Party and is treated by the disclosing Party as
confidential, and that relates to the software. Confidential Information shall also
include the terms of this Agreement. Samples provided by one Party to the other are
understood to be Confidential Information of the providing Party. Such Confidential
Information shall not include information that:
1.8.1 was known to the receiving Party prior to receipt from the disclosing Party, as
documented in written records or publications that lawfully are in the
possession of the receiving Party or known to the receiving Party prior to
such receipt;
1.8.2 was lawfully available to the trade or to the public prior to receipt from the
disclosing Party;
1.8.3 becomes lawfully available to the trade or to the public after receipt from the
disclosing Party through no act or omission on the part of the receiving Party,
its Affiliates or their directors, officers or employees;
1.8.4 corresponds in substance to any information received in good faith by the
receiving Party from any third party and which is not subject to
confidentiality limitations; or
1.8.5 is independently developed by an employee or agent of the receiving Party,
without reference to information received from the disclosing Party
subsequent to receipt of such information from the disclosing Party.
2. The Contractor agrees to design and write the software in the Programming language as
per the specifications given in the Schedule hereunder written and to deliver and install
the software on the computer hardware equipment of the Customer and which is installed
at the office viz. the DELL desktop (hereinafter referred to as the ‘Computer equipment’).
The Contractor shall also supply the Documentation along with the software and to render
such other services as hereinafter mentioned
3. The Contractor admits that it has received all information about the specifications above
referred to and the said Computer Equipment and the Contractor will not be entitled to
raising any objection on the ground of misinterpretation of any fact relating to the
functions, facilities and capabilities of the equipment or any part thereof.
4. The Contractor agrees and undertakes to carry out the project that is the Software to be
supplied and all services to be provided by the Contractor under this Agreement with
reasonable care and skill with the help of qualified and experienced personnel.
5. Similarly the Customer will provide the Contractor with accurate and complete
information as will be necessary concerning the customers operation and shall answer to
queries, decisions and approvals reasonably necessary for the Contractor to undertake the
project.
6. The Customer shall provide the Contractor and its personnel free access to and the use of
the said computer equipment, offer full help of the Customer’s employees and shall
provide electric power, lights, heating and air conditioning facility at the site of the
Computer Equipment and all other necessary facilities reasonably required for the
working of the Project.
7. The Customer guarantees that the computer equipment and all the software and other the
deliverables, used in the said computer equipment is the property of the Customer and the
Contractor is permitted to use the same.
8. Each party hereto will appoint its qualified representatives who will hold meetings
between them from time to time to provide progress reports and to discuss the same and
other issues.
9. The said software will be written with the use of the said Computer equipment which will
be maintained by the Customer and at its own costs but solely for the purpose of the
Project.
10. The Customer will keep the said computer equipment validly insured against all risks of
loss or damage from any cause whatsoever for the full replacement value thereof and will
pay the premium thereof from time to time regularly. The Customer shall not agree to
sell, or mortgage the said computer equipment during the subsistence of this agreement.
11. The Contractor will be responsible for providing and installing the software on the said
computer equipment at the said site thereof. The software so installed will consist of one
copy of each class of software in machine readable object code on the storage media
specified in the specification and the Contractor will deliver the documentation in
accordance with the project specification. If the Customer desires the Contractor to
provide or procure the provision of software maintenance the same will be done under a
separate agreement to be entered into between the parties hereto.
12. At any time prior to the acceptance date hereinafter mentioned, the Contractor may in
writing recommend and the Customer may in writing from time to time request change to
any part of the project. The Contractor shall investigate such change, with the consent of
the Customer and if recommended it will be effected accordingly provided that the costs
incurred due to such change will be payable by the Customer.
13. After the software is installed on the Computer equipment the Customer will submit to
the Contractor by the date specified in the Project plan, for approval of the Contractor a
test specification setting out the criteria and procedures for the acceptance of the software
which is suitable to demonstrate that the software complies with and performs in
accordance with the specifications and the Contractor will be bound by the acceptance
specifications unless they are not in accordance with the specifications. The Customer
will undertake the acceptance test at the site where the computer equipment is installed.
The Customer will undertake the acceptance test in accordance with the acceptance
specifications during the testing period using test data and expected results prepared by
the Customer and accepted by the Contractor. The testing will commence within eight
days after installation of the software.
14. If any part of the software fails to pass the acceptance test, the Contractor will be allowed
to rectify such part of software until the same complies with the tests.
15. If the software or any part thereof fails to pass the acceptance test two times, then the
Customer may give notice to the Contractor giving him option either to provide at no
extra charge such additional service and replacement items as will enable the software or
the part thereof to pass the acceptance test within a period of 25 days after service of the
notice, or to accept the software or part with an abatement of the contract price as
reasonably suffered by the Customer after taking into account the circumstances.
16. If even after the procedure stated above the software fails to pass the acceptance test or if
the amount of abatement of price is not agreed upon, then the Customer will be entitled to
reject the software and terminate this agreement giving written notice to the Contractor in
that behalf.
17. However, the Customer shall be deemed to have accepted the software if the Customer
signs an acceptance certificate after successful completion of all stages of the acceptance
tests or if the customer fails to demonstrate to the Contractor within a period of 14 days
that the software has materially failed to pass the acceptance test in accordance with the
 acceptance specifications or if the software or a substantial part thereof is first put into
operational use.
18. The Contractor shall provide The Customer and its employees with training consultations
with respect to the use of the Software as may reasonably be requested by The Customer
from time to time for 7 days after acceptance at no additional costs to The Customer
("Training Period"). The Contractor shall deliver a detailed user's manual to The
Customer on or before completion of acceptance that will enable The Customer's
employees who are otherwise unfamiliar with the Software to become adequately
informed about using the software. All training that The Contractor is required to provide
hereunder shall be performed at installation locations and during office hours as are
mutually agreed to by the parties hereto. Upon the expiration of the Training Period and
following The Customer's request, The Contractor will provide any support services
necessary to insure The Customer's continued use of the Software. Such services will be
performed on a time and material basis at The Contractor's then current hourly rates for
such services.
19. The contract price for the Project payable by the Customer to the Contractor and the
mode of payment thereof will be as stated in the schedule hereto. The said price will not
include the charges for the additional services rendered by the Contractor and which are
not provided in this agreement as well as the charges for the computer facilities provided,
including storage media, data preparation, photocopying documentation, printing and
other material provided by the Contractor itself or through a third party.
19.1. The Customer shall pay the Contractor ₹12,00,000 through wire transfer.
19.2. Subject to The Customer's prior approval, The Customer will reimburse The
Contractor for all reasonable out-of-pocket expenses, including, but not limited to, air
fare, lodging, meals and rental of automobiles incurred by The Contractor during the
development of the Software on behalf of The Customer.
20. If any instalment of the contract price or any other amount pay- able by the Customer to
the Contractor is not paid on the due date the same will carry interest at the rate of 10%
p.c. p.a. from the due date till payment. This is without prejudice to the other rights of the
Contractor under this Agreement or in law.
21. Until the acceptance of the software programme by the Customer as aforesaid and the
payment of the contract price agreed to be paid by the Customer to the Contractor the
copyright in the Computer programme, documentation and other material developed by
the Contractor under this agreement will belong to the Contractor. On the acceptance of
the programme by the Customer and payment of the Contract price by the Customer to
the Contractor the copyright in the said program and the documentation and all other
rights will vest in and belong to the Customer.
22. The Contractor agrees that the development of the Software is "work made for hire"
within the meaning of the Section 17 of the Copyright Act of 1957, as amended, and that
the Software shall be the sole property of The Customer. The Contractor hereby assigns
to The Customer, without further compensation, all of its right, title and interest in and to
the Software and any and all related patents, patent applications, copyrights, copyright
applications, trademarks and trade names in India and elsewhere. The Contractor will
keep and maintain adequate and current written records with respect to the Software (in
the form of notes, sketches, drawings and as may otherwise be specified by The
Customer), which records shall be available to and remain the sole property of The
Customer at all times. All versions of the Software shall contain The Customer's
conspicuous notice of copyright. The Contractor will assist The Customer in obtaining
and enforcing patent, copyright and other forms of legal protection for the Software in
any country. Upon request, The Contractor will sign all applications, assignments,
 instruments and papers and perform all acts necessary or desired by The Customer to
assign the Software fully and completely to The Customer and to enable The Customer,
its successors, assigns and nominees, to secure and enjoy the full and exclusive benefits
and advantages thereof.
23. The Contractor warrants that it has ability to perform its obligations under this agreement,
that the design of the software will be suitable to fulfil the specifications and the software
will perform and in accordance with the specifications and that the installation of the
software will be free from defects in workmanship.
24. The Contractor further warrants and agrees that it will be responsible to rectify within a
reasonable time any defect which under proper use, care, and maintenance appears in the
software, provided the defect is properly reported to the Contractor in writing within 2
weeks of the Acceptance of the Software without any additional charge provided the
defect is not found cured due to any negligence on the part of the Customer or due to any
modifications made by the Customer or any other person without the consent of the
Contractor.
25. The Contractor agrees to indemnify and keep indemnified the Customer against any loss
or damages suffered or incurred by the Customer on account of breach of any copyright
or rights relating to any patent, trade mark or design of any other person committed by a
Contractor in supplying the software program under this Agreement.
26. The Customer assures the Contractor that any specifications, decision or instruction given
by it to the Contractor do not infringe any intellectual property or other rights of any other
person and the Customer agrees to indemnify the Contractor against any loss or damage
suffered by the Contractor on account of such breach.
27. All information, knowledge, whether commercial, financial, technical or otherwise
received by one party from the other party hereto in connection with the project and this
agreement will be kept confidential including the employees, or agent of the party and the
auditors, professional advisers, and others having legal right or duty to have access to or
knowledge of the confidential information in connection with the business of the party.
28. The Contractor acknowledges that all material and information supplied by The Customer
which has or will come into The Contractor's possession or knowledge of The Contractor
in connection with its performance hereunder, is to be considered The Customer's
confidential and proprietary information (the "Confidential Information"). By way of
illustration, but not as a limitation, Confidential Information includes the Software, trade
secrets, processes, data, knowhow, program codes, documentation, flowcharts,
algorithms, marketing plans, forecasts, unpublished financial statements, budgets,
licenses, prices, costs, and employee and customer lists. The Contractor's undertakings
and obligations under this Section will not apply, however, to any Confidential
Information which:
28.1. is or becomes generally known to the public through no action on The
Contractor's part,
28.2. is generally disclosed to third parties by The Customer without restriction on
such third parties, or
28.3. is approved for release by written authorization of The Customer.
29. Upon termination of this Agreement or at any other time upon request, The Contractor
will promptly deliver to The Customer all notes, memoranda, notebooks, drawings,
records, reports, files, documented source codes and other documents (and all copies or
reproductions of such materials) in its possession or under its control, whether prepared
by The Contractor or others, which contain Confidential Information. The Contractor
acknowledges that Confidential Information is the sole property of The Customer. The
Contractor agrees that disclosure of such information to, or use by, third parties, either
 during or after this Agreement, will cause The Customer irreparable damage. The
Contractor agrees to use best efforts to hold Confidential Information in the strictest
confidence, not to make use of it other than for the performance of its obligations
hereunder, to release it only to the Contractor's employees or contractors with a need to
know such information and not to release or disclose it to any other party. The Contractor
further agrees not to release such information to any employee or contractor who has not
signed a written agreement between The Contractor and the employee expressly binding
the employee not to use or disclose the Confidential Information, except as expressly
permitted herein. The Customer shall be listed as a third-party beneficiary of any such
agreement. The Contractor will notify The Customer in writing of any circumstances
within its knowledge relating to any unauthorized possession, use, or knowledge of such
Confidential Information. At any time, upon request, the Contractor will return any such
information within its possession to The Customer.
30. The Contractor acknowledges that The Customer's purpose in pursuing the development
of the Software is to gain a significant competitive advantage over competitors operating
without such Software and that such advantage will be jeopardized if such competitors
learn of The Customer's negotiations with The Contractor or the performance by The
Contractor of its obligations hereunder. Accordingly, The Contractor agrees to keep such
negotiations and performance of its obligations hereunder strictly confidential and not to
disclose any information, source code, in part or full to any third party or entity without
the prior written permission of The Customer. In no event, shall The Contractor or any of
its employees use The Customer as a reference in marketing The Contractor's services to
any third party or entity without The Customer's prior written permission.
31. For all purposes of this Agreement, Confidential Information that is specific shall not be
deemed to be within any of the specified exceptions merely because it is embraced by
more general information in such exception. In addition, any combination of features
shall not be deemed to be within any of the specified exceptions merely because
individual features are in such exception, but only if the combination itself and its
principle of operation are in such exception.
32. Either party to this agreement may terminate this agreement by giving to the other one
month prior notice, in the event of breach of any term or condition of this Agreement by
the other or if the other party is ordered to be wound up or goes into voluntary liquidation
or if the party closes its business.
33. The purpose of this Agreement shall be carried out within a period of 2 months from the
date hereof failing which the agreement shall stand terminated on the expiration of the
said period unless the parties agree to extend the term in writing in which case the clause
will apply to the extended period.
34. On the termination of the agreement by efflux of time or otherwise as aforesaid, the
Contractor will be paid all payments due to the Contractor after taking into account the
amounts previously paid together with the total value of the project completed upto the
date of termination, and the cost of materials and goods ordered for the Project for which
the Contractor has paid or is legally bound to pay. If the Contractor is paid till the
termination any amount in excess of what is due to it as aforesaid, the excess will be
refundable by the Contractor to the Customer.
35. Termination of the agreement will not prejudice the rights of any party accrued to it till
the date of termination.
36. Any notice required to be given by the party hereto to the other under this agreement shall
be given in writing and shall be served either through post registered address or by Fax or
by personal delivery at the address of the party hereinabove mentioned.
37. This Agreement is the sole repository of the agreements and understandings arrived at
between the parties and it supersedes all previous correspondence, representations,
communications or memorandum of understanding.
38. Any dispute or difference arising out of or in respect of this agreement or any provision
thereof will be referred to arbitration of one or two arbitrators conversant with the subject
matter of this Agreement and the arbitration will be governed by the Arbitration and
Conciliation Act, 1996.

IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized
representatives on the dates below written.

Common seal of ABC & Co. the within named ‘Customer’ is affixed as per the Resolution of
the Board of Directors in the presence of Rahul Pardasani, CEO.

Date:________________

Common seal of ABC & Co. the within named ‘Contractor’ is affixed as per the Resolution
of the Board of Directors in the presence of Aakash Sharma, CEO.

Date:________________